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                                                                 Exhibit 10.1

                           WAIVER AND AMENDMENT AGREEMENT


     WHEREAS, the City of Chaska, Minnesota (the "Municipality") and Lifecore
Biomedical, Inc., a Minnesota corporation (the "Borrower") entered into a
certain Loan Agreement dated as of September 1, 1990 (the "Loan Agreement"),
which agreement was assigned by the Municipality to Norwest Bank Minnesota,
National Association, as Trustee (the "Trustee") pursuant to a Trust Indenture
dated as of September 1, 1990 (the "Indenture") in connection with the issuance
and sale by the Municipality of its Industrial Development Revenue Bonds
(Lifecore Biomedical, Inc. Project), Series 1990 (the "Bonds").  Terms not
defined herein shall have the meanings set forth in the Indenture;

     WHEREAS, the Borrower has requested the waiver of the current terms of
Sections 6.09(a)(i) and 6.09(d)(i) of the Loan Agreement and the modification of
Sections 6.09(a)(i) and (ii) and 6.09(d)(i) and (ii) of the Loan Agreement, as
amended by the Waiver and Amendment Agreement dated August 3, 1992, as further
amended by the Waiver and Amendment Agreement dated July 28, 1994, as further
amended by the Waiver and Amendment Agreement dated July 27, 1995, as further
amended by the Waiver and Amendment Agreement dated July 8, 1996 and as further
amended by the Waiver and Amendment Agreement dated July 1, 1997;

     WHEREAS, the registered owners of all of the outstanding Bonds (herein the
"Bondholders") are willing to agree to the request of the Borrower and direct
the Trustee to consent thereto based on the Borrower's agreements set forth
herein;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

(1)  Compliance with the current provisions of Section 6.09(a)(i) of the Loan
     Agreement is hereby waived and Sections 6.09(a)(i) and (ii) of the Loan
     Agreement are hereby amended to read as follows:

     Section 6.09 (a) CASH FLOW COVERAGE TEST.  (i) For the Fiscal Year ending
June 30, 1999, Borrower shall not be subject to a minimum Cash Flow Coverage
Ratio.

     (ii) For each Fiscal Year commencing with the Fiscal Year ending June 30,
2000 ("Fiscal 2000"), the Borrower will, for the twelve-month period ending at
each fiscal quarter, maintain a minimum Cash Flow Coverage Ratio of 2.00:1.  At
the Borrower's option, for purposes of computing the Cash Flow Coverage Ratio
for any of the first three quarters of Fiscal 2000, the Borrower shall be
permitted to base such calculation either upon Consolidated Adjusted Net Income
for the preceding twelve-month period or upon the Consolidated Adjusted Net
Income for the preceding six-month period, multiplied by two.

(2)  Compliance with the current provisions of Section 6.09(d)(i) of the Loan
     Agreement is hereby waived and Sections 6.09(d)(i) and (ii) of the Loan
     Agreement are hereby amended to read as follows:

     Section 6.09 (d) FIXED CHARGES COVERAGE TEST.  (i) For the Fiscal Year
ending June 30, 1999, Borrower shall not be subject to a minimum Fixed Charges
Coverage Ratio.

     (ii) For each Fiscal Year commencing with Fiscal 2000, the Borrower will,
for the twelve-month period ending at each fiscal quarter, maintain a minimum
Fixed Charges Coverage Ratio of 1.30:1.  At the Borrower's option, for purposes
of computing the Fixed Charges Coverage Ratio for any of the first three
quarters of Fiscal 2000, the Borrower shall be permitted to base such
calculation either upon Consolidated Adjusted Net Income plus rental payments on
operating leases for the preceding twelve-month period or upon the Consolidated
Adjusted Net Income plus rental payments on operating leases for the preceding
six-month period, multiplied by two.

(3)  Borrower agrees that, through July 1, 1999, it will make advance payments
     of cash into the Bond Fund established pursuant Section 5.01 of the
     Indenture.  At all times during this period, Borrower shall have made
     advance payments in a sufficient amount to satisfy the next two monthly
     payments payable by Borrower pursuant to the Loan Agreement.

(4)  The Bondholders hereby direct the Trustee, as assignee of the Loan
     Agreement by the Municipality, to consent to the foregoing pursuant to
     Article XII.


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     IN WITNESS WHEREOF, the parties have caused this agreement to be signed on
their behalf as of this 5th day of June, 1998.

 LIFECORE BIOMEDICAL, INC.                NORWEST BANK MINNESOTA,
                                            NATIONAL ASSOCIATION,
                                            as Trustee

 Signature /s/ James W. Bracke            Signature /s/ Martha Kantorowicz
          -------------------------                -----------------------------
 Print  James W. Bracke                   Print  Martha Kantorowicz
       ----------------------------             --------------------------------
 Title  President & CEO                   Title  Corporate Trust Officer
       ----------------------------             --------------------------------

 PUTNAM MANAGED MUNICIPAL                 MINNESOTA TAX EXEMPT INCOME FUND II
   INCOME TRUST

 Signature /s/ Blake Anderson             Signature /s/ Blake Anderson
          -------------------------                -----------------------------
 Print  Blake Anderson                    Print  Blake  Anderson
       ----------------------------             --------------------------------
 Title  VP & MD                           Title  VP & MD
       ----------------------------             --------------------------------

 PUTNAM TAX FREE HIGH
   YIELD FUND

 Signature /s/ Blake Anderson
          -------------------------
 Print   Blake Anderson
       ----------------------------
 Title  VP & MD
       ----------------------------